🎉 Happy Friday, funds family!

Today, you’ll learn about a vital administrative step for investment funds and syndications relying on Regulation D: “Blue Sky” filings. 

⚖️ A Guide to Blue Sky Filings

If you’re raising capital using the Regulation D exemption from ⚖️ the Securities Act of 1933, you must file a Form D within 15 days of your investment vehicle’s 🛠️ initial closing date. Easy enough.

But wait…there’s more!

In addition to the federal Form D, every state where your investors reside (except Florida) typically requires additional notice filings and fees — these are the Blue Sky filings.

1️⃣ Step 1: Know When Blue Sky Filings Triggered

Blue Sky filings are usually required when:

• You sell to an investor domiciled in a particular state.

• That investor executes a subscription agreement and the GP countersigns.

The trigger is the investor’s legal domicile, not the state of formation or headquarters of the fund or the GP.

2️⃣ Step 2: Gather the Required Information

Most state regulators want the same core package:

• Form D (the SEC version you filed electronically).

• Cover form or state-specific notice (varies by state).

• Filing fee (ranges from ~$100 to $1,200 per state).

Pro tip: Keep an investor spreadsheet with addresses, dates of first sale, and amount invested. This becomes your roadmap for Blue Sky obligations. Here’s an example:

3️⃣ Step 3: Determine Your Filing Deadline

Federal law requires Form D to be filed within 15 days of the fund’s first sale of interests to investors. States generally mirror this 15-day timeline. Miss the 15-day deadline, and you may face late fees from persnickety states.

4️⃣ Step 4: Use NASAA’s EFD System (When You Can)

The 🔗 Electronic Filing Depository (EFD) is a centralized portal run by NASAA (the North American Securities Administrators Association).

There are some benefits to the EFD system:

• One login, one payment system.

• Faster processing.

• Clearer audit trail.

Unfortunately, a few holdouts (e.g., New York) require separate types of filings for certain asset classes. Budget extra time for those and get your lawyers working early!

Payments are generally made by ACH transfer, so get your bank information ready.

5️⃣ Step 5: Calendar Renewal Dates

Some states treat Blue Sky filings as a one-time notice. Others require annual renewals. Check with your lawyer to determine each state’s specific requirements.

Build renewals into your compliance calendar (along with Form D amendments during fundraising) so you don’t get an unpleasant renewal notice (or worse, a deficiency letter).

Thanks for reading, everyone.

Have a great weekend! 🙌 

⚠️ Note: This newsletter is for informational purposes only and nothing should be considered legal advice. For that, hire a lawyer! I am a lawyer, but not your lawyer (unless I actually am your lawyer because you’ve signed an engagement letter and we’re working together). This newsletter may be considered attorney advertising.